The episode begins and Tyrion wakes up bandaged to find Maester Pycelle standing over his bed. He calls for someone to alert Varys and Bronn that he's still alive. Meanwhile, Pycelle informs him that Stannis suffered a stunning defeat at the hands of his father Tywin. Tyrion has been moved to decidedly less comfortable accommodations. He's informed he's no longer Hand of the King. In the Throne Room, King Joffrey proclaims his grandfather Twyin the new Hand of the King. And Petyr Baelish, for uniting the houses of Lannister and Tyrell, gets the Castle of Harrenhal. In the crowd, Varys glowers. Meanwhile, Joffrey promises Loras Tyrell anything he should ask for. Loras suggests that his sister Margaery remains "innocent" and he'd like to join their two houses.
Margaery, wearing her lowest cut gown, professes she fell in love with Joffrey from afar and he says the same, but says he's promised to another. In the gallery, Sansa waits on tenterhooks. Meanwhile, Joffrey says he has to keep his word, but Cersei pipes up that it wouldn't be wise to marry a woman whose father was beheaded for treason and whose brother is at war against them. She says, for the good of the realm, "Your counselors beg you to set Sansa Stark aside." Joffrey says again he took a vow. Meanwhile, Pycelle totters out and says his father made this pact before the Starks revealed their "falseness." He says their crimes free him of any promise he has made them. Joffrey happily agrees to wed Margaery. Sansa quietly walks away, and then suppresses a relieved smile.
Baelish intercepts her and disabuses her of the notion that she'll be free to go, saying Joffrey will still beat her and have his way with her. "Joffrey's not a boy who shares his toys," he says. But, out of kindness for her mother, he offers to get her home. In the whorehouse, Ros gets a visit from Varys. She doesn't recognize him at first. He knows about her being beaten. Varys tells her she's right to be afraid of Baelish, but they could be partners. He claims to know his weaknesses. Meanwhile, Brienne and Jaime make shore. They find three women strung up by their necks, and Brienne pauses to cut them down. They hear men approach and Brienne ignores Jaime's request to be cut free. They laugh at her when she says she's transporting a prisoner. When they ask his crime, Jaime and Brienne both sell the story he's a thief. But one recognizes him as Jaime Lannister. Brienne insists he's not.
They ask his name. Brienne takes out her sword and cuts them all down, but the third she takes her time with, skewering him from the inside. Jaime points out, she just killed Stark men. "I don't serve the Starks, I serve Lady Catelyn. I told you I'd take you to King's Landing and that's what I'm going to do," she says. Meanwhile, Robb's Camp Robb tells his mother he loves Talisa and doesn't intend to go through with his arranged marriage to Lord Walder Frey's daughter. Meanwhile at Stannis' camp, Stannis is angry at Melisandre, saying that she promised he'd win, that she saw it in the fire. She says he can still win. He starts to choke her, asking where her god is now. "In you," she croaks out. He lets her go and she coos in his ear, saying that the war will go on for years and before it's over he'll betray everything he believes in, his own family and his own men, but it will all be worth it, because he'll win.
He still doubts. She tells him to look in the fire. He looks and sees. Meanwhile Winterfell Theon sulks in front of the fire, knowing he's surrounded and angry that they're blowing the horn incessantly to keep him from sleeping. He wants more ravens sent to his father but Maester Luwin reminds him he killed all the ravens. He laments being raised as a prisoner and then returning home to a father who didn't care. Luwin suggests he run. But there's nowhere to run to, Theon says. He couldn't go home a deserter. Luwin suggests he join the Night's Watch, where he'd be beyond the law. Luwin tells him about the secret passageways. Meanwhile Luwin tells him on the Night's Watch he'll have opportunities to make amends. "I've known you many years, Theon Greyjoy. You're not the man you're pretending to be," Luwin tells him. "You may be right, but I've come too far to pretend to be anything else," Theon says.
Meanwhile Theon goes outside and gives a rousing speech to his 20 remaining men, saying history will remember the Battle of Winterfell. "What is dead may never die!" he ends. Then his own man Dagmer Cleftjaw knocks him unconscious. They thought he'd never shut up. "It was a good speech, didn't want to ruin it," Dagmer says. They put a bag over Theon's head and say it's time to go home. Meanwhile, Maester Luwin comes out to see what's going on and gets a spear through the belly. Meanwhile at King's Landing, Varys tells Tyrion that Ser Mandon tried to kill him on his sister's orders, but Podrick saved him. Tyrion asks for Bronn to put Gold Cloaks outside his door but is informed that Bronn is no longer in command. The Hill Tribes men have gone home. Varys tells Tyrion he won't see him for awhile, but he assures him he's still his friend. He ushers Shae in.
Varys tells him many know that without him the city would have fallen, even if history won't show it. Meanwhile, Shae gently takes off his bandage to reveal a gnarly scar across his whole face. She suggests, they run away together, but he says out-talking and out-thinking the bad people there is what he's meant to do. He asks her if she's going to leave. "You have a short memory. I am yours and you are mine," she says, curling up with him. Meanwhile at Robb's camp, Robb and Talisa are married in a private ceremony. Meanwhile, Qarth Jorah and Danerys approach the house of the undying, a tall stone tower with no apparent door. Danerys runs around it looking for away in. Jorah loses sight of her on the turn and sees she has disappeared. Inside, Danerys shouts at the warlocks that they can't frighten her with magic tricks. She hears her dragons squeal.
On the road outside Harrenhal, Arya and Gendry see Jaqen. She wants to know how to take another name and he offers to show her if she goes with him. But she needs to find her family. He gives her a "coin of great value." If the day comes when she needs to find him again, just find any man from Braavos, give him the coin and say "Valar Morghulis." She asks him to stay, but he tells her Jaqen is dead. He looks away, and when he looks back, he's someone else. Arya watches him walk away. Meanwhile, Winterfell Osha leads Bran and Rickon up to the square, which they find burnt and empty. They find their direwolves but head to the scared weirwood tree. Luwin is lying under it, mortally wounded. He tells them to pack up and go north; there are too many enemies in the south. He tells them to find Jon on the Wall, who will look after them and send word to their mother. He tells Osha to protect them, even from her own kind.
She has no love for her own kind. She offers to get him milk of the poppy, but he motions to her knife instead and tells her to do it quickly. They head out on the road, leaving Winterfell burning in the distance. Meanwhile, Qarth Danerys walks deeper into the dark House of the Undying and into an open room with a ring of doors. She can hear her dragons on the other side. She opens a door and walks into a snowy courtyard that looks like a burned out Throne Room. She walks up to the Iron Throne and is about to touch it when she hears the plaintive dragon's cry. She walks toward it and is out beyond the wall in unending qhite snow. She sees a small hut in the distance and walks in. She walks in to a sunny scene of Khal Drogo holding their child. She wonders if she's dead and doesn't know it. He suggests maybe he came back for her. She sits down with him and they soak up the dream.
But the cry of the dragons wakes her from it. She gets up and leaves. She walks back into the chamber and sees her dragons chained on the pedestal. The warlock Pyat Pree walks out to greet her, reappearing in many versions all around her. He explains that when her dragons awoke, it awoke his power and it’s strongest in her presence. So, he tells her, she'll remain there with them. She finds herself in chains, but remains calm. Her tiny dragons await her command. "Drakaris" she says. They let out a tiny puff of smoke. But that's just the warm up. They start breathing fire and soon torch Pyat, then their chains. Danerys is unharmed by their flame and soon she is free. Beyond the wall, Ygritte marches Jon Snow and Qhorin back to Mance. Qhorin grabs a sword and attacks Jon to further sell the idea that Jon's no longer loyal to the Night's Watch. The wildlings let them fight and Jon is forced to fend off his friend.
Sensing that Jon is hesitating, Quorin taunts him until Jon skewers him. As he falls dying he whispers to Jon: "We are the Watchers of the Wall." The wildlings free his hands and Ygritte takes him to meet the King beyond the wall. Meanwhile, Qarth Danerys and her people sneak up on Xaro in bed, taking his medallion to unlock the safe that he said held unimaginable wealth. She finds one of her hand maidens in bed with him and goes to the vault. It's empty. She seals Xaro and the traitor inside. The remaining Dothraki go through Xaro's chambers and take the gold and jewels; enough to buy a ship. Beyond the wall, Samwell and his friends hear three blasts of the horn. They run, but Sam falls behind as a blizzard closes in. He runs as he sees figures approaching. He hides behind a rock as the White Walkers walk by, including one on a zombie horse. There are hordes of them, all dead. The episode ends at this point.